New helicopter giant created as Bristow and Era merge

Offshore helicopter operators Bristow and Era have completed the merger and created a financially stronger, larger, and more diverse company.

Bristow said
on Thursday that the newly combined company, headquartered in Houston, would use
the Bristow name and would remain a publicly-traded company on the New York
Stock Exchange.

Chris Bradshaw, president and CEO of Bristow, said: “The closing of this strategic and financially compelling merger makes Bristow a larger, more diverse and stronger company, better positioned for the future.

“The combination brings long-overdue consolidation in the industry, better prepares us to navigate today’s market challenges, and ensures we remain the global leader in helicopter services […]”.

The combined
company has eight board members, including five members from legacy Bristow and
two members from legacy Era, including the legacy Era CEO.

The board of directors is comprised of G. Mark Mickelson (chairman), Christopher S. Bradshaw, Lorin L. Brass, Charles Fabrikant, Wesley E. Kern, Robert J. Manzo, Christopher Pucillo, and Brian D. Truelove.

The merger, announced on 24 January 2020, was based around several points. Namely, the new company is looking to have a strong presence in key geographic regions like the Americas, Nigeria, Norway, the United Kingdom, and Australia.

The merger
also creates the worlds largest operator of S92, AW189, and AW139 model
helicopters with a total fleet of over 300 aircraft. It is worth stating that more
than 80 per cent of the combined fleet is owned by the new company.

Bristow noted that the combined company would also provide substantial and highly achievable cost synergies with an annualized saving of at least $35 million through the elimination of redundant corporate expenses and the realization of enhanced operational efficiencies.

The company also has a balance sheet with a cash balance of over $250 million at closing.

Bristow said
that the transaction was structured as a reverse triangular merger whereby Era would
issue shares to Bristow stockholders.

Under the
terms of the agreement, which was unanimously approved by the board of
directors of both companies, Bristow shareholders would own 77 per cent of the
equity of the new company and Era shareholders would own 23 per cent.

Immediately before
the closing of the merger, Era effectuated a reverse stock split. As a result, a
holder of Era shares will own one share of Era common stock of the combined
company for every three shares of common stock of Era held by that stockholder
immediately before the merger.